Financial Performance - The Group recorded a profit from operations before valuation changes of HK$188.8 million for the year ended 31 March 2024, compared to HK$191.4 million in 2023, representing a decrease of 1.4%[11] - Net valuation gains on investment properties amounted to HK$230.9 million in 2024, a significant recovery from net valuation losses of HK$1,707.7 million in 2023[11] - The profit attributable to equity shareholders for the year was HK$193.7 million, a turnaround from a loss of HK$759.3 million in the previous year[11] - The valuation changes impacted accounting profit but did not affect the Group's cash flows[11] Corporate Governance - The Company complied with all applicable code provisions of the Corporate Governance Code during the financial year ended 31 March 2024, with some exceptions disclosed[8] - The Company has identified and formalized appropriate measures and policies to maintain high standards of corporate governance[8] - The roles of the Chairman and CEO are held by the same individual, Mr. Cheong Kheng Lim, with the Board collectively responsible for strategic decisions[27] - The Board of Directors includes three Independent Non-executive Directors, providing a check and balance on management[27] - The Company has confirmed compliance with the Model Code for Securities Transactions by Directors during the financial year ended 31 March 2024[33] - The Board is accountable for the Group's performance, including financial and management oversight, corporate governance, and risk management[31] - The Company has not established an internal audit function but has sufficient risk management and internal control systems in place[28] - The Company has implemented a whistleblowing policy and procedure manuals to promote a sound corporate culture and accountability[55] - The Company has adopted mechanisms to ensure independent views are available to the Board, which were reviewed and considered effectively implemented during the year[59] Board Structure and Meetings - Seven board meetings were held during the financial year, with four being regular meetings[43] - The Board of Directors had full attendance at all seven board meetings, board committee meetings, and the annual general meeting during the financial year ended March 31, 2024[63] - The Company has established three committees: remuneration committee, nomination committee, and audit committee, to enhance focus on specific areas[58] - The Board reviewed the need for an internal audit function in March 2024 and determined there was no immediate need based on the Group's current circumstances[55] - The Board's structure allows for prompt decision-making while maintaining a balance of power[27] Director Training and Remuneration - The Company emphasizes director training, providing internal training courses and encouraging participation in external training sessions[53] - The Board is satisfied with the training received by the Directors for the financial year ended 31 March 2024[64] - The Group's remuneration policy aims to retain suitable Directors and senior management by offering competitive remuneration levels[68] - No Director or their associates are involved in decisions regarding their own remuneration, ensuring impartiality[68] - The remuneration committee considers factors such as market conditions and the Group's results when determining remuneration packages[81] - The remuneration committee is responsible for determining the remuneration of individual Executive Directors and senior management on an annual basis[90] Nomination and Board Diversity - The nomination committee was established to ensure a balance of skills, experience, and diversity on the Board[102] - The nomination policy requires all Directors to retire by rotation at least once every three years[104] - Directors appointed to fill casual vacancies must retire at the next general meeting and are eligible for re-election[105] - The nomination committee assesses the independence of Independent Non-Executive Directors (INEDs)[101] - The Company has achieved its objective of having at least one female Director on the Board, contributing to gender diversity[113] - The nomination committee has reviewed and recommended measurable objectives for achieving gender diversity at the Board level[117] Audit and Risk Management - The audit committee was established to assist the Board in financial reporting, internal control, and risk management[109] - The audit committee is responsible for overseeing financial reporting, risk management, and internal control systems[119] - The audit committee reviews the independence and objectivity of the external auditor and monitors the effectiveness of the audit process[120] - The Company has established arrangements for employees to raise concerns about possible improprieties confidentially[120] - The board is responsible for the overall risk management and internal control systems, ensuring their effectiveness[161] - The risk assessment exercise was conducted on a half-yearly basis during the financial year ended 31 March 2024[173] Business Environment and Strategy - Despite positive signs of recovery in Hong Kong, the retail market's recovery has been slower than expected due to changing consumer behaviors and the rise of e-commerce, impacting the business outlook for iSQUARE tenants[181] - The overall downward pressure on rental levels and occupancy rates of iSQUARE remained broadly the same as the previous year, with no significant decline in retail space supply in Tsim Sha Tsui[181] - The Group aims to build a more diversified tenant mix to maintain a sustainable tenant portfolio[184] - The Group has engaged in creative promotions to increase exposure and stimulate consumer spending[184] - The Group is closely monitoring the operating environment to enable prompt adjustments to corporate strategies[194] - The management is committed to maintaining prudent financial management to ensure business resilience[194]
天德地产(00266) - 2024 - 年度财报